-----Original Message-----
From: Anita Dick [mailto:anita@centralhouston.org]
Sent: Monday, August 12, 2002 6:22 PM
To: KPFT_Governance@yahoogroups.com
Subject: [KPFT_Governance] Draft ByLaws Outline

Attached is the outline document resulting from our discussion on Friday evening.

-----------------------------

Article One - Identity and Purpose

Section 1 - Name
Section 2 - Purpose
Section 3 - Collaborative Relations

Suggested: Section - Business and Economic Development

       Section - Fundraising and Funds

Article Two - Offices of the Foundation

Section 1 - Principal Office
Section 2 - Other Offices

Proposed new article: Code of Ethics

Article Three - Members of the Foundation

Section 1 - Defined
Section 2 - Rights
Section 3 - Quorum
Section 4 - Record Date
Section 5 - Proxies

Suggested: Section - Criteria

       Section - Removal
       Section - Code of Ethics

Article Four - Directors of the Foundation

Section 1 - Foundation Board of Directors - Membership

A. Defined
B. Eligibility
C. Number
D. Ex Officio Directors
E. Power and Authority
F. Duties
Suggested: Fiduciary Responsibility
                 Code of Ethics

Section 2 - Terms
Section 3 - Nomination of Directors
Section 4 - Election of Directors
Section 5 - Diversity Goals
Section 6 - Seating of Directors
Section 7 - Removal of a Director
Section 8 - Vacancy
Section 9 - Compensation
Section 10- Restriction Regarding Interested Directors

Article Five - Meetings of the Board of Directors

Section 1 - Time and Place of Meetings
Section 2 - Special Meetings
Section 3 - Notice
Section 4 - Quorum
Section 5 - Attendance
Section 6 - Action by Unanimous Written Consent
Section 7 - Proxies

Suggested: Section - Open Meetings

       Section - Meeting by Telecommunications

Article Seven - Officers of the Foundation

Section 1 - Designation of Officers
Section 2 - Duties of Officers

Section 3 - Election, Terms, and Removal of Officers

       A. Election of Officers
       B. Terms of Officers
       C. Removal of Officers

Article Eight - Other Corporate Officers

Section 1 - Executive Management

Suggested:

       A. Defined
       B. Oversight and Supervision
Section 2 - Pacifica Ombudsperson

Article Nine - General Provisions

Section 1 - Resignation
Section 2 - Membership Not Transferable
Section 3 - Effect of Termination of Membership on Board of Directors
Section 4 - Non-Liability of Directors
Section 5 - Indemnification by Corporation of Directors, Officers, Employees and Other Agents
Suggested: Section - Code of Ethics

Article Ten - Corporate Records, Reports and Seal

Section 1 - Maintenance of Corporate Records
Section 2 - Corporate Seal
Section 3 - Directors Inspection Rights
Section 4 - Members Inspection Rights
Section 5 - Right to Copy and Make Extracts
Section 6 - Annual Report
Section 7 - Annual Statement of Specific Transactions

Article Eleven - Parliamentary Procedure

Article Twelve - Amendment of By-Laws

Section 1 - Proposed Amendments
Section 2 - Voting and Ratification
Suggested: Section - By-Laws Review Process

Article Thirteen - Amendment of Articles

Section 1 - Proposing Amendments
Section 2 - Approving Amendments

Article Fourteen - Prohibition Against sharing Corporate Profits and Assets

Proposed new article: Explicitness

Suggested: Section - Local By-Law Non-Existent

       Section - Transparency of Funds
       Section - Voting

DISCUSSION NOTES:

1. Organizational relationship (internal and external)
2. Local Governing Board vs Local Advisory Board
3. National and Local committees - as to need
4. Code of Ethics
5. Use of the word "business"
6. Right to copy and make extracts
7. Roberts Rules as sole parliamentary procedure
8. Explicitness with respect to "no secret donations"
9. Explicitness with respect to "local vs national flowdown"